consultancy agreement for design services

1087
executive ofces, bausher 02 april 2013

saba+clancy engineering consultancy llc. 214a diwan building, shatti al qurum. po box 408, pc 115 muscat cr.1105858

contents
introduction terms of engagement project description overview of brief/deliverables fee & payment schedule conrmation of acceptance appendices key stage denitions architectural design services mep design services schedule of deliverables resource cost breakdown 2 3 5 5 6 7 8 9 10 11 12 13

saba+clancy terms of engagement . 05.04.2013

introduction
An open working relationship between Saba Clancy and its Client will contribute signicantly to the success of this project. Time spent in preliminary discussion about the requirements, the timetable, the budget and the nature & cost of professional services is time well spent. The relative importance of cost, quality and time will vary for a Client and may even change during the course of a project and in order to deliver the responsive and targeted service that we intend, we must have a full understanding of the Clients brief at all times. An integral part of this process is to complete a formal agreement at the earliest possible stage. The agreement should relate as far as possible to the complete scope of our services. Saba Clancy can provide a range of services for a building project; these include full architectural, civil, structural, mechanical, electrical, plumbing, cost consultant and project management services as well as team management, design leadership and master planning. We will also investigate the feasibility of the project requirements, develop design proposals, apply for statutory approvals, prepare construction information, obtain tenders for building work, administer the building contract and oversee the entire build. Please refer to the key stages document in the appendices for an overview of the Full Service Schedule Saba+Clancy can provide. Although the full service has obvious benets, Saba Clancy may be engaged initially for exploratory services to help determine the optimum way to achieve the objectives, or to carry out specic activities such as preparing approvals submissions. Such an appointment can be varied to include further services if required. Saba Clancy has a broad palate of skills and can provide many other services connected with the project beyond what is set out herein.

saba+clancy terms of engagement . 05.04.2013

terms of engagement
no. 1 term This document sets out the terms for the appointment of Saba & Clancy Engineering Consultancy LLC (hereafter referred to as S&CE), whose registered ofce is 214A Diwan Building, Shatti Al Qurum, PO Box 395, PC 118, Muscat, Sultanate of Oman with Commercial Registration No. 1105858. The Client appoints S&CE to provide the services (Services) set out in S&CEs offer letter submitted with these terms. S&CE undertake to exercise reasonable skill and care in the performance of the Services. Subject to matters beyond S&CE's reasonable control S&CE shall use reasonable endeavors to perform the Services in accordance with any agreed programme and any changes thereto agreed with S&CE from time to time. The Client shall pay S&CE the fee stated in the offer letter for the performance of the Services. The Client shall supply to S&CE in a timely fashion without charge all necessary and relevant information in the possession of the Client or any of the Client's agents consultants or contractors and any necessary instructions, decisions, consents or approvals. S&CE shall not be liable for the consequences of any delays to the Services arising from any failure by the Client to comply with this obligation. If S&CE has to carry out additional work and/or suffers delay or disruption in the performance of the Services for reasons beyond their reasonable control the Client shall make an additional payment to S&CE in respect of the additional work carried out and the additional resources employed and/or the delay or disruption suffered. The additional payment shall be calculated on a time basis in accordance with the supplied schedule of rates or if not supplied with a schedule of rates at rates that will be agreed prior to the work commencing. S&CE shall where practicable and if so requested by the Client give an initial estimate of the additional payment likely to be incurred. 8 Payment due to S&CE shall become due for payment on submission of S&CE's invoice therefor and the nal date for payment shall be 28 days thereafter. Interest shall be added to all amounts remaining unpaid thereafter and shall be calculated in accordance with the interest specied by the Ministry of Commerce and Industry (as amended from time by time by the Ministry of Commerce and Industry). The Client may not withhold any payment after the nal date for payment of any sum due unless the Client gives not later than seven days before such nal date a notice specifying the amount proposed to be withheld and the ground for withholding payment or if there is more than one ground each ground and the amount attributable to it. All sums due in connection with the appointment are exclusive of applicable local taxes the amount of which shall be paid by the Client to S&CE at the rate and in the manner prescribed by law. The Client may terminate the appointment of S&CE in the event of a breach of these terms by S&CE or in the event of the insolvency of S&CE by two weeks' notice in respect of all of the Services. S&CE may terminate their appointment in the event of a breach of these terms by the Client or in the event of the insolvency of the Client by two weeks' notice. In these terms "insolvency" shall mean either party becoming bankrupt going into liquidation (either voluntary or compulsory except as part of a bona de scheme of reconstruction or amalgamation) being dissolved, compounding with its creditors or having a receiver, administrative receiver or administrator appointed of the whole or part of its assets (or as may declared insolvent by a competent court in Oman). If circumstances arise for which S&CE is not responsible and which S&CE considers make it irresponsible for them to perform all or any part of the Services they shall be entitled to terminate the appointment by two weeks' notice. In the event of any termination the Client shall pay S&CE a fair and reasonable amount on account of the fees due under clause 5 commensurate with the Services performed to the date of such termination and any outstanding expenses. Termination of S&CE's appointment shall not prejudice or affect the accrued rights or claims of either party. The copyright in all drawings and other documents (including material in electronic form) provided to the Client by S&CE shall remain vested in S&CE but the Client shall have a license to copy and use such drawings and other documents for the purposes for which they were provided. In the event of the Client being in default of payment of any fees or other amounts due, S&CE may revoke the license herein granted on giving seven days' notice. S&CE shall not be liable for the use by any person of any such drawings or other documents for any purpose other than that for which the same were provided by S&CE. 18 19 Neither party shall disclose to any other person any private or condential information concerning the business of the other party unless so authorised in writing by the other party. Notwithstanding anything to the contrary the total liability of S&CE under or in connection with this appointment whether in contract or in tort or in negligence or for breach of statutory duty or otherwise (other than in respect of personal injury or death) shall not exceed the sum of RO 1,000,000. 2 3 4 5 6

10 11 12 13

14 15 16 17

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no. 20

term Subject to clause 19 but notwithstanding otherwise anything to the contrary such liability of S&CE for any claim or claims shall be further limited to such sum as it would be just and equitable for S&CE to pay having regard to the extent of S&CE's responsibility for the loss or damage suffered as a result of the occurrence or series of occurrences in question ("the loss and damage") and on the assumptions that: all other consultants and all contractors and all sub-contractors appointed in connection with the project in question shall have provided contractual undertakings on terms no less onerous than those set out in clause 3 to the Client in respect of the carrying out of their obligations; there are no exclusions of or limitations of liability nor joint insurance or co-insurance provisions between the Client and any other party referred to in this clause and any such other party who is responsible to any extent for the loss and damage is contractually liable to the Client for the loss and damage; and all such other consultants and all such contractors and sub-contractors have paid to the Client such proportion of the loss and damage which it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss and damage. No action or proceedings whether in contract or in tort or in negligence or for breach of statutory duty or otherwise shall be commenced against the Consultant after the expiry of 5 (ve) years which shall commence from the date of the offer letter. S&CE shall maintain professional indemnity insurance in an amount sufcient to cover S&CE's liabilities hereunder and public liability insurance provided always that such insurance is available at commercially reasonable rates. Save in respect of death or personal injury, the Client shall look only to S&CE (and not to any individual) for redress if the Client considers that there has been any breach of S&CEs duties. The Client agrees not to pursue any claims in contract, tort or statute (including negligence) against any individual as a result of carrying out its obligations at any time whether named expressly or not. "Individual" shall mean any employee or member of S&CE. Any such employee or member includes any ofcer or director of S&CE. The parties shall attempt in good faith to settle any dispute by mediation. Neither party may assign or transfer any benet or obligation conferred by the appointment of S&CE without the prior written consent of the other party such consent not to be unreasonably withheld or delayed. Any notice given in connection with S&CEs appointment shall be in writing and given by sending the same by fax or rst class letter to the Client or S&CE at the address shown. For the avoidance of doubt any notice sent by e-mail shall not be an effective notice. Notices shall take effect when they have been received by the Client or S&CE as the case may be. No allowance has been made for the provision of Collateral Warranties under this appointment. Should warranties be required an additional charge will be made for the time spent in vetting and completing these at a rate of RO60 per hour. S&CE is not responsible under this Agreement or otherwise (i) for advising on matters which wholly, partly, directly or indirectly arise out of or result from asbestos (including without limitation the costs of testing for, monitoring, abatement, mitigation, removal, remediation or disposal of any asbestos or product or waste that contained asbestos) or (ii) for designing or advising on or otherwise taking measures to prevent or mitigate the effect of any act of terrorism or any action that may be taken in controlling, preventing, suppressing or in any way relating to an act of terrorism.

i ii

iii 21 22 23

24 25 26 27

28 29

30

This Appointment shall be governed by, and construed in accordance with, the law of the Sultanate of Oman.

saba+clancy terms of engagement . 05.04.2013

project description
Executive ofce accommodation of approximately 800m2 to accommodate 20 people over 2 oors. First oor Ground oor; Two executive ofces Reception Two visitors ofces Two meetings rooms for 6 people each Conference room for 12 people Caf/recreation/ ablutions Secretary / reception area Prayer area Pantry/ablutions Storage zone Ofce area for 15 people Training room for 15 people

overview of brief/deliverables
A/B PREPARATION WORK STAGE We will receive Clients instructions and obtain relevant information about the site. We shall visit the site and carries out an initial site appraisal. DELIVERABLES 1. Detailed Project Brief, which will inform in much greater detail, the scope of work required. C. CONCEPT DESIGN Further to Detailed Project Brief, we will undertake a Concept Design exercise which will include outline proposals for architecture, structures and mep. This will also include outline specications and a preliminary cost plan. We will also review and comment on the Structural Design provided to us by others. DELIVERABLES Please refer to attached Schedule of Deliverables for Concept Design Stage. D. DESIGN DEVELOPMENT Development of concept design to include structural and building services systems, updated outline specications and cost plan. DELIVERABLES Please refer to attached Schedule of Deliverables for Design Development Stage. E. TECHNICAL DESIGN Preparation of technical design(s) and specications, sufcient to co-ordinate components and elements of the project and information for any statutory standards. DELIVERABLES Please refer to attached Schedule of Deliverables for Technical Design Stage.

EXCLUSIONS Site survey Structural design

- -

to be conducted by others to be conducted by others

saba+clancy terms of engagement . 05.04.2013

fee & payment schedule

INDICATIVE DESIGN PROGRAM work stages a-b appraisal and design brief work stage c concept design work stage d design development work stage e technical design 5 days 10 days 10 days 10 days

BASIC FEE Based on the information provided to us at this stage and after initial discussions about the Client requirements, our fee for conducting the services as prescribed in is RO 13,500 (THIRTEEN THOUSAND FIVE HUNDRED) TIME CHARGES For additional/other work instructed by the Client and conducted by Saba Clancy outside of the original Schedule of Services. PERSON/GRADE Manager Principal Lead Designer Designer Draughtsman PAYMENT SCHEDULE RATE per hour (RO) 75 65 40 25 12

Item (% of fees) APPOINTMENT (10%) PREPARATION (30%)

Milestones On conrmation of appointment APPRAISAL On submission of Stage A Report DESIGN BRIEF On Finalisation of Project Brief CONCEPT On approval of conceptual design DESIGN DEVELOPMENT/TECHNICAL DESIGN On Obtaining Building permit

Key Stage A B C D/E Total

% of Fees 10% 15% 15% 30% 30% 100%

DESIGN (60%)

TIME CHARGES The above gures are inclusive of normal disbursements, such as printing and traveling (by car). All other expenses will be charged at cost plus a 15% handling fee.

saba+clancy terms of engagement . 05.04.2013

confirmation of acceptance
I conrm acceptance of your offer dated 05.04.2013 to provide Professional Design Consultancy Services. Please proceed with the work in accordance with the timescales stated in the offer.

NAME

SIGNATURE

POSITION

DATE

CLIENT DETAILS Type to enter text

AGENT

FOR SABA CLANCY RANJAY JUDGE DIRECTOR 01/04/2013

STAMP

saba+clancy terms of engagement . 05.04.2013

appendices
Key Stage Denitions Schedule of Architectural Design Services Schedule MEP Design Services Schedule Deliverables Resource Cost Breakdown

saba+clancy terms of engagement . 05.04.2013

key stage definitions

PREPARATION
A A.1 A.2 B B.1 Appraisal Identication of Clients needs and objectives, business case and possible constraints on development. Preparation of feasibility studies and assessment of options to enable the Client to decide whether to proceed. Design Brief Development of initial statement of requirements into the Design Brief by or on behalf of the Client conrming key requirements and constraints. Identication of procurement method, procedures, organisational structure and range of Consultants and others to be engaged for the project.

PRE-CONSTRUCTION
F F.1 F.2 F.3 G G.1 Production Information Preparation of production information in sufcient detail to enable a tender or tenders to be obtained. Application for statutory approvals. Preparation of further information for construction required under the building contract. Tender Documentation Preparation and/or collation of tender documentation in sufcient detail to enable a tender or tenders to be obtained for the project.

DESIGN
C C.1 C.2 C.3 D D.1 D.2 D.3 E E.1 Concept Implementation of Design Brief and preparation of additional data. Preparation of Concept Design including outline proposals for structural and building services systems, outline specications and preliminary cost plan. Review of procurement route. Design Development Development of concept design to include structural and building services systems, updated outline specications and cost plan. Completion of Project Brief. Application for detailed planning permission. Technical Design Preparation of technical design(s) and specications, sufcient to co-ordinate components and elements of the project and information for any statutory standards and construction safety.

H H.1 H.2

Tender Action Identication and evaluation of potential Contractors and/or Specialists for the project. Obtaining and appraising tenders; submission of recommendations to the Client.

CONSTRUCTION
J J.1 J.2 J.3 K K.1 K.2 K.3 Mobilisation Letting the building contract, appointing the Contractor. Issuing of information to the Contractor. Arranging site hand over to the Contractor. Construction to Practical Completion Administration of the building contract to Practical Completion. Provision to the Contractor of further information as and when reasonably required. Review of information provided by Contractors and Specialists.

SCHEME IN USE
L L.1 Post Practical Completion Administration of the building contract after Practical Completion and making nal inspections.

The activities in italics may be moved to suit project requirements, i.e. D Application for detailed planning approval; E Statutory standards and construction safety; F Application for statutory approvals

saba+clancy terms of engagement . 05.04.2013

architectural design services

ALL COMMISSIONS
1.1 1.2 1.3 1.4 Receives Clients instructions and information about the site Visits the site and carries out an initial appraisal Prepares or contributes to project quality plan Prepares and maintains work stage programme(s) for performance of the Services D D.1 D.3 D.4 D.5 D.7 D.9 D.10 E D.1 D.3 D.4 D.5 D.7 D.9 D.10 DESIGN DEVELOPMENT Contribute to completion of the project Brief. Consult statutory authorities. Develop the approved Concept Design to show spatial arrangements, type of construction, materials, appear- ance and detailed proposals for structural and building service systems and updated outline specications. Provide information for estimate of Relevant Cost. Prepare and submit application to ROP. Prepare and submit application to Baladhia. Prepare and submit application to other relevant authori ties. TECHNICAL DESIGN Contribute to completion of the project Brief. Consult statutory authorities. Develop the approved Concept Design to show spatial arrangements, type of construction, materials, appear- ance and detailed proposals for structural and building service systems and updated outline specications. Provide information for estimate of Relevant Cost. Prepare and submit application to ROP. Prepare and submit application to Baladhia. Prepare and submit application to other relevant authori ties.

PREPARATION
A A.1 A.2 A.3 A.4 A.5 A.6 B B.1 APPRAISAL Assists the Client in dening the Clients requirements. Prepares feasibility studies to conrm the Clients requirements. Reviews with Client alternative project options. Provides information for a report on cost implications. Advises on the need for services by consultants or specialists. Prepares and submits to Client a stage A Report. DESIGN BRIEF Contribution to the preparation of the Design Brief, by or on behalf of the Client, conrming key requirements and constraints and identifying procurement method, procedures, organisational structures, range of Consultants and Specialists to be engaged for the

OTHER SERVICES
To be included as part of the main commission.

DESIGN
C C.1 C.2 C.3 C.4 CONCEPT Receives Design Brief; assists in preparation of additional brieng data (Project Brief). Prepares Concept Design, also showing outline proposals for structural and building services systems and including outline specication. Review of procurement method. Provide information for approximate estimate of Relevant Cost.

1. 2a. 2b. 2c. 3. 4.

Options appraisal Compiling, revising and editing Design Brief Compiling, revising and editing Final written Brief Compiling, revising and editing Room data sheets Outline statutory approvals Negotiations in connection with statutory approvals

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mep design services

PREPARATION
B 2.1 2.2 DESIGN BRIEF Seek from the Client all information and documents to be provided by the Client. Obtain such information as is reasonably available from documents on the existence and extent of public services such as water, gas, electricity, sewerage and telecommunications services and comment to the Client on any effect that these may have on the Works, both during construction of the Works and on completion. Comment to the Client on any physical site restrictions which may affect the engineering options for the Works. Collaborate with the Lead Consultant and any Other Consultants in seeking from the Client any further information needed so that they can perform their services under their various agreements with the Client. Collaborate with the Lead Consultant and any Other Consultants in making initial recommendations to the Client on the technical viability of the Works. Seek through the Lead Consultant the Clients consent to proceed to the Outline Proposals Stage. 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 the arrangements for payments to be made to the Con- sultant (as given in the Memorandum of Agreement) which may have become necessary as a result of changes to the Brief. Comment to the Lead Consultant on any restrictions the Brief May impose on any future use of the Works suggested by the Client. Provide sufcient preliminary information in relation to the Works in the form of advice: sketches, reports or outline specications to enable the Lead Consultant to prepare his outline proposals and assist any Other Con- sultant to prepare the outline Cost Plan. Provide by way of Sketch Drawings or schedules the structural planning requirements for the engineering services showing locations and approximate sizes of plant rooms; major items of plant, major ducts) and service runs and provide the approximate weight of any item affecting the structural design, Assess and prepare preliminary schedules of power: heating and cooling loads as applicable. Receive from the architect through the Client the thermal performance standards for the facades and roofs of the buildings and details of any external shading/solar con- trol, Analyse ne preliminary heat gains and losses for the purpose of initial sizing of heating, ventilation and air conditioning systems and plant; as applicable. Negotiate with public and other utility authorities for provision of necessary incoming services. Prepare outline specications and Sketch Drawings for the Works. Assemble documentation and drawings for issue to rms selected to tender and dispatch to suit an agreed procedure. Comment an the preparation of formal contract docu- ments relating to selected tenders for carrying out the Works or any part thereof. After review, seek through the Lead Consultant the Client's approval of the outline proposals and seek the Client's consent to proceed to the Detailed Proposals Stage.

2.3 2.4

2.5

2.6

DESIGN
C 3.1 3.2 3.3 3.4 3.5 CONCEPT Visit the site as necessary and study data and informa- tion relating to the Project and relevant to the Works which are reasonably accessible to the Consultant, and consider reports relating to the Works which have either been prepared by the Consultant or have been prepared by others and made available to the Consultant by the Client. Advise the Client through the Lead Consultant on the need for arrangements to be made far and dene the extent of topographical and dimensional surveys of the site, surveys to obtain details of construction in exis- tence on or adjacent to the site, special investigations or model tests. Arrange as agent for the Client when authorised by him for such works to be undertaken, certify the amount of any payments to be made by the Client to the persons or rms carrying out such works; and advise the Client on the results of such works. Consult any local or other authorities about matters of principle in connection with the design of the Works. Consider alternative outline solutions for the Works. Develop the Client's Brief into a full Brief for the Works in consultation with the Client, the Lead Consultant and any Other Consultants. Such Brief shall describe the Client's requirements in respect of the Services and both the Client and the Consultant shall work to the Brief. Discuss and agree with the Client any changes to

11

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0000001

schedule of deliverables
SABA CLANCY DELIVERABLES SHEET

ARCHITECTURE
We enclose copies of the drawings listed below : DAY MONTH

PROJECT NO.

1038

SHEET NO. DATE OF ISSUE

1084 : WORKER ACCOMADATION : AL AMRAT

DRAWING NUMBER & TITLE

YEAR REVISION

!!!!!STAGE!'A/B!PREPERATION! 1 2 1087%AR%A0%120 1087%AR%A0%100 STAGE!'!C!CONCEPT!DESIGN! 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 10871%AR%A1%001 10871%AR%A1%100 10871%AR%A1%200 10871%AR%A1%201 10871%AR%A1%202 10871%AR%A1%203 10871%AR%A1%204 10871%AR%A1%205 10871%AR%A1%300 10871%AR%A1%301 10871%AR%A1%302 10871%AR%A1%303 1087%AR%A1%304 10871%AR%A1%305 10871%AR%A1%306 10871%AR%A1%400 10871%AR%A1%401 10871%AR%A1%402 10871%AR%A1%403 10871%AR%A1%404 10871%AR%A1%405 10871%MEP%A1%500 10871%MEP%A1%510 10871%MEP%A1%520 10871%MEP%A1%530 10871%MEP%A1%540 10871%MEP%A1%550 PRELIMINARY1SITE1PLAN PRELIMINARY1GROUND1FLOOR1PLAN PRELIMINARY1FIRST1FLOOR1PLAN1 PRELIMINARY1ROOF1PLAN1 PRELIMINARY1ELEVATIONS PRELIMINARY1SECTIONS SITE1PLAN GROUND1FLOOR1PLAN FIRST1FLOOR1PLAN1 ROOF1PLAN1 ELEVATIONS SECTIONS COORDINATED1GROUND1FLOOR1PLAN COORDINATED1FIRST1FLOOR1PLAN COORDINATED1ROOF1PLAN COORDINATED1ELEVATIONS COORDINATED1SECTIONS GENERAL1DETAILS1 3D1VIEWS ARCHITECTURAL1SPECIFICATION1 DOOR1&1WINDOW1SCHEDULES SITE1LAYOUT1FOR1UTILITIES HOT1&1COLD1WATER1LAYOUT WASTE1LAYOUT AC1LAYOUT PERFORMANCE1SPECIFICATION1 ELECTRICAL1LAYOUT1 FEASIBILITY1STUDY1REPORT PROJECT1BRIEF1

25 26 27 28 29

Total Numbers of Drawings

DISTRIBUTION CLIENT STRUCTURAL DEPARTMENT MEP DEPARTMENT PROJECT MANAGER OPERATOR MAIN CONTRACTOR SUB CONTRACTOR COST CONSULTANT LANDSCAPE DESIGNER FILE

29
NO. OF COPIES

PURPOSE OF ISSUE

saba+clancy terms of engagement . 05.04.2013

PRILIMINARY ISSUE

12

resource cost breakdown

Job no: 1087 Job title: OFFICE BAUSHUR

Project resource planning sheet

SABA + CLANCY
Stage Duration Staff grade / name Director Sr.Architect 1 Sr.Architect 2 Architect Sr.-Structural Engineer Structural Engineer Sr.-MEP Engineer MEP Engineer RO per hour 75 37 37 25 45 37 45 37 A-B 1 weeks Hours 20 20

Commencement :UNKNOWN C 2 weeks Hours 10 30 50 10 10 40 D 2 weeks Hours 5 20 20 5 20 E 2 weeks Hours 5 20 30 5 30 Hours F-G

Completion H J

7 WEEKS K-L

Hours

Hours

Hours

Total 3,000.00 3,330.00 0.00 2,500.00 0.00 0.00 1,350.00 3,330.00 0.00 0.00

TOTAL

2,690.00

5,040.00

2,580.00

3,200.00

0.00

0.00

0.00

0.00

13,510.00

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